Power to Indemnify in
Actions, Suits or Proceedings other than Those by or in the Right of the
Corporation

15

Section 2.

Power to Indemnify in
Actions, Suits or Proceedings by or in the Right of the Corporation

15

Section 3.

Authorization of
Indemnification

15

Section 4.

Good Faith Defined

16

Section 5.

Indemnification by a Court

16

ii

Section 6.

Expenses Payable in Advance

16

Section 7.

Nonexclusivity of
Indemnification and Advancement of Expenses

17

Section 8.

Insurance

17

Section 9.

Certain Definitions

17

Section 10.

Survival of Indemnification
and Advancement of Expenses

18

Section 11.

Limitation on
Indemnification

18

Section 12.

Indemnification of
Employees and Agents

18

ARTICLE IX

AMENDMENTS

Section 1.

Amendments

18

Section 2.

Entire Board of Directors

19

iii

BY-LAWS

OF

REALOGY CORPORATION

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section
1. Registered Office. The registered office of the Corporation shall be
in the City of Wilmington, County of New Castle, State of Delaware.

Section
2. Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section
1. Place of Meetings. Meetings of the stockholders for the election of
directors or for any other purpose shall be held at such time and place, either
within or without the State of Delaware, as shall be designated from time to
time by the Board of Directors.

Section
2. Annual Meetings. The Annual Meeting of Stockholders for the election
of directors shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors. Any other proper business may be
transacted at the Annual Meeting of Stockholders.

Section
3. Special Meetings. Unless otherwise required by law or by the certificate
of incorporation of the Corporation, as amended and restated from time to time
(the “Certificate of Incorporation”), Special Meetings of Stockholders,
for any purpose or purposes, may be called either the (i) Chairman of the
Board of Directors, if there be one, or (ii) the Chief Executive Officer,
and shall be called by the Chief Executive Officer at the request in writing
made pursuant to a resolution of (a) a majority of the members of the
Board of Directors or (b) a committee of the Board of Directors that has
been duly designated by the Board of Directors and whose powers and authority
include the power to call such meetings. Such request shall state the purpose
or purposes of the proposed meeting. The ability of the stockholders to call a
Special Meeting of Stockholders is hereby specifically denied. At a Special
Meeting of Stockholders, only such business shall be conducted as shall be
specified in the notice of meeting (or any supplement thereto).

Section 4. Notice. Whenever stockholders
are required or permitted to take any action at a meeting, a written notice of
the meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a Special Meeting, the purpose or purposes for
which the meeting is called, and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed present in person and vote
at such meeting. Unless otherwise required by law, written notice of any
meeting shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to
notice of and to vote at such meeting.

Section
5. Adjournments. Any meeting of the stockholders may be adjourned from
time to time to reconvene at the same or some other place, and notice need not
be given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been transacted
at the original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting in accordance with the
requirements of Section 4 hereof shall be given to each stockholder of
record entitled to notice of and to vote at the meeting.

Section
6. Quorum. Unless otherwise required by applicable law or the
Certificate of Incorporation, the holders of a majority of the Corporation’s
capital stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business. A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, in the manner provided in Section 5 hereof, until a quorum
shall be present or represented.

Section
7. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these By-Laws, any question brought before any meeting of the
stockholders, other than the election of directors, shall be decided by the
vote of the holders of a majority of the total number of votes of the
Corporation’s capital stock represented and entitled to vote thereat, voting as
a single class. Unless otherwise provided in the Certificate of Incorporation,
each stockholder represented at a meeting of the stockholders shall be entitled
to cast one (1) vote for each share of the capital stock entitled to vote
thereat held by such stockholder. Such votes may be cast in person or by proxy
as provided in Section 8 of this Article II. The Board of Directors, in
its discretion, or the officer of the Corporation presiding at a meeting of the
stockholders, in such officer’s discretion, may require that any votes cast at
such meeting shall be cast by written ballot.

Section
8. Proxies. Each stockholder entitled to vote at a meeting of the
stockholders may authorize another person or persons to act for such
stockholder as proxy, but no such proxy shall be voted upon after three years
from its date, unless such proxy provides for a longer period. Without limiting
the manner in which a stockholder may authorize another person or persons to
act for such stockholder as proxy, the following shall constitute a valid means
by which a stockholder may grant such authority:

(i) A
stockholder may execute a writing authorizing another person or persons to act
for such stockholder as proxy. Execution may be accomplished by the stockholder
or such stockholder’s authorized officer, director, employee or agent signing
such writing or causing such person’s signature to be affixed to such writing
by any reasonable means, including, but not limited to, by facsimile signature.

2

(ii) A
stockholder may authorize another person or persons to act for such stockholder
as proxy by transmitting or authorizing the transmission of a telegram or
cablegram to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such
telegram or cablegram, provided that any such telegram or cablegram must either
set forth or be submitted with information from which it can be determined that
the telegram or cablegram was authorized by the stockholder. If it is
determined that such telegrams or cablegrams are valid, the inspectors or, if
there are no inspectors, such other persons making that determination shall
specify the information on which they relied.

Any
copy, facsimile telecommunication or other reliable reproduction of the
writing, telegram or cablegram authorizing another person or persons to act as
proxy for a stockholder may be substituted or used in lieu of the original
writing, telegram or cablegram for any and all purposes for which the original
writing, telegram or cablegram could be used; provided, however, that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing, telegram or cablegram.

Section
9. Consent of Stockholders in Lieu of Meeting. Any action required or
permitted to be taken by the stockholders of the Corporation must be effected
at a duly called Annual or Special Meeting of Stockholders of the Corporation,
and the ability of the stockholders to consent in writing to the taking of any
action is hereby specifically denied.

Section
10. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) days before every meeting of the stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting either (i) at a place within the city
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to
be held or (ii) during ordinary business hours, at the principal place of
business of the Corporation. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

Section
11. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the
stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not

3

precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting. If
no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of the stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of the
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.

Section
12. Stock Ledger. The stock ledger of the Corporation shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by Section 10 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of the
stockholders.

Section
13. Conduct of Meetings. The Board of Directors of the Corporation may
adopt by resolution such rules and regulations for the conduct of any meeting of
the stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of the stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) the determination of
when the polls shall open and close for any given matter to be voted on at the
meeting; (iii) rules and procedures for maintaining order at the meeting
and the safety of those present; (iv) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation,
their duly authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (v) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by
participants.

Section
14. Inspectors of Election. In advance of any meeting of the
stockholders, the Board of Directors, by resolution, the Chairman or the Chief
Executive Officer shall appoint one or more inspectors to act at the meeting
and make a written report thereof. One or more other persons may be designated
as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of the stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Unless otherwise required by applicable law, inspectors may be
officers, employees or agents of the Corporation. Each inspector, before
entering upon the discharge of the duties of inspector, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector’s ability. The inspector shall have the
duties prescribed by law and shall take charge of the polls and, when the vote
is completed, shall make a certificate of the result of the vote taken and of
such other facts as may be required by applicable law.

Section
15. Nature of Business at Meetings of Stockholders. No business may be
transacted at an Annual Meeting of Stockholders, other than business that is
either

4

(a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the Annual Meeting by or
at the direction of the Board of Directors (or any duly authorized committee
thereof), or (c) otherwise properly brought before the Annual Meeting by
any stockholder of the Corporation (i) who is a stockholder of record on
the date of the giving of the notice provided for in this Section 15 and
on the record date for the determination of stockholders entitled to notice of
and to vote at such Annual Meeting and (ii) who complies with the notice
procedures set forth in this Section 15.

In
addition to any other applicable requirements, for business to be properly
brought before an Annual Meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.

To be
timely, a stockholder’s notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation not less
than ninety (90) days nor more than one hundred twenty (120) days
prior to the anniversary date of the immediately preceding Annual Meeting of
Stockholders; provided, however, that in the event that the Annual Meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the Annual Meeting was
mailed or such public disclosure of the date of the Annual Meeting was made,
whichever first occurs.

To be
in proper written form, a stockholder’s notice to the Secretary must set forth
as to each matter such stockholder proposes to bring before the Annual Meeting
(i) a brief description of the business desired to be brought before the
Annual Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder,
(iv) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a representation
that such stockholder intends to appear in person or by proxy at the Annual
Meeting to bring such business before the meeting.

No
business shall be conducted at the Annual Meeting of Stockholders except
business brought before the Annual Meeting in accordance with the procedures
set forth in this Section 15; provided, however, that, once business has
been properly brought before the Annual Meeting in accordance with such
procedures, nothing in this Section 15 shall be deemed to preclude discussion
by any stockholder of any such business. If the chairman of an Annual Meeting
determines that business was not properly brought before the Annual Meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

Section
16. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the

5

Corporation,
except as may be otherwise provided in the Certificate of Incorporation with
respect to the right, if any, of holders of preferred stock of the Corporation
to nominate and elect a specified number of directors in certain circumstances.
Nominations of persons for election to the Board of Directors may be made at
any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders
called for the purpose of electing directors, (i) by or at the direction
of the Board of Directors (or any duly authorized committee thereof) or
(ii) by any stockholder of the Corporation (a) who is a stockholder
of record on the date of the giving of the notice provided for in this
Section 16 and on the record date for the determination of stockholders
entitled to notice of and to vote at such meeting and (b) who complies
with the notice procedures set forth in this Section 16.

In
addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.

To be
timely, a stockholder’s notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation (i) in
the case of an Annual Meeting, not less than ninety (90) days nor more
than one hundred twenty (120) days prior to the anniversary date of the
immediately preceding Annual Meeting of Stockholders; provided, however, that
in the event that the Annual Meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on which such notice
of the date of the Annual Meeting was mailed or such public disclosure of the
date of the Annual Meeting was made, whichever first occurs; and (ii) in
the case of a Special Meeting of Stockholders called for the purpose of
electing directors, not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the Special
Meeting was mailed or public disclosure of the date of the Special Meeting was
made, whichever first occurs.

To be
in proper written form, a stockholder’s notice to the Secretary must set forth
(i) as to each person whom the stockholder proposes to nominate for
election as a director (a) the name, age, business address and residence
address of the person, (b) the principal occupation or employment of the
person, (c) the class or series and number of shares of capital stock (if
any) of the Corporation which are owned beneficially or of record by the person
and (d) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations promulgated
thereunder; and (ii) as to the stockholder giving the notice (a) the
name and record address of such stockholder, (b) the class or series and
number of shares of capital stock of the Corporation which are owned beneficially
or of record by such stockholder, (c) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (d) a representation that such
stockholder intends to appear in person or by proxy at the meeting to nominate
the persons named in its notice and (e) any other information relating to
such stockholder that would be required to be disclosed in a proxy statement or
other filings required

6

to
be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.

No
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 16.
If the chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall
be disregarded.

ARTICLE III

DIRECTORS

Section
1. Number and Election of Directors. The Board of Directors shall
consist of not less than three (3) or more than fifteen (15) members,
the exact number of which shall be fixed, from time to time, exclusively
pursuant to a resolution adopted by the affirmative vote of a majority of the
entire Board of Directors, and subject to the rights of the holders of
Preferred Stock, if any, the exact number may be increased or decreased (but
not to less than three (3) or more than fifteen (15)). Except as provided
in Section 2 of this Article III, directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors. A director
shall hold office until the Annual Meeting for the year in which his or her
term expires and until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Directors need not be stockholders. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. The initial
division of the members of the Board of Directors into classes shall be made by
the decision of the affirmative vote of a majority of the entire Board of
Directors. The term of the initial Class I directors shall terminate on the
date of the 2007 annual meeting; the term of the initial Class II directors
shall terminate on the date of the 2008 annual meeting; and the term of the
initial Class III directors shall terminate on the date of the 2009 annual
meeting. At each succeeding annual meeting of stockholders beginning in 2007,
successors to the class of directors whose term expires at that Annual Meeting
shall be elected for a three-year term. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional director of any class elected to fill a vacancy resulting from
an increase in such class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director.

Section
2. Vacancies. Subject to the terms of any one or more classes or series
of preferred stock, any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled by a majority of the Board of
Directors then in office, provided that a quorum is present, and any other
vacancy occurring on the Board of Directors may be filled by a majority of the
Board of Directors then in office, even if less than a quorum,

7

or
by a sole remaining director. Any director of any class elected to fill a
vacancy resulting from an increase in the number of directors of such class
shall hold office for a term that shall coincide with the remaining term of
that class. Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his predecessor.

Section
3. Duties and Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws required to be exercised or done by the stockholders.

Section
4. Meetings. The Board of Directors may hold meetings, both regular and
special, either within or without the State of Delaware. Regular meetings of
the Board of Directors may be held without notice at such time and at such
place as may from time to time be determined by the Board of Directors. Special
meetings of the Board of Directors may be called by the Chairman, if there be one,
or the Chief Executive Officer. Notice thereof stating the place, date and hour
of the meeting shall be given to each director either by mail not less than
forty-eight (48) hours before the date of the meeting, by telephone,
facsimile or telegram or other means of electronic communication on twenty-four
(24) hours’ notice, or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the circumstances.

Section
5. Organization. At each meeting of the Board of Directors, the Chairman
of the Board of Directors, or, in his or her absence, a director chosen by a
majority of the directors present, shall act as chairman. The Secretary of the
Corporation shall act as secretary at each meeting of the Board of Directors.
In case the Secretary shall be absent from any meeting of the Board of
Directors, an Assistant Secretary shall perform the duties of secretary at such
meeting; and in the absence from any such meeting of the Secretary and all the
Assistant Secretaries, the chairman of the meeting may appoint any person to
act as secretary of the meeting.

Section
6. Resignations and Removals of Directors. Any director of the
Corporation may resign at any time, by giving notice in writing to the Chairman
of the Board of Directors, the Chief Executive Officer or the Secretary of the
Corporation. Such resignation shall take effect at the time therein specified
or, if no time is specified, immediately; and, unless otherwise specified in
such notice, the acceptance of such resignation shall not be necessary to make
it effective. Except as otherwise required by applicable law and subject to the
rights, if any, of the holders of shares of preferred stock then outstanding,
any director or the entire Board of Directors may be removed from office at any
time, but only for cause, and only by the affirmative vote of the holders of at
least eighty percent (80%) of the voting power of the Corporation’s then
outstanding capital stock entitled to vote generally in the election of directors.

Section
7. Quorum. Except as otherwise required by law or the Certificate of
Incorporation, at all meetings of the Board of Directors, a majority of the
entire Board of Directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the

8

directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting of the time and place of the adjourned
meeting, until a quorum shall be present.

Section
8. Actions of the Board by Written Consent. Unless otherwise provided in
the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all the members of the
Board of Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.

Section
9. Meetings by Means of Conference Telephone. Unless otherwise provided
in the Certificate of Incorporation or these By-Laws, members of the Board of
Directors of the Corporation, or any committee thereof, may participate in a
meeting of the Board of Directors or such committee by means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 9 shall constitute presence in person at
such meeting.

Section
10. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Any committee, to
the extent permitted by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Each committee shall keep regular minutes and
report to the Board of Directors when required.

Section
11. Compensation. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary
for service as director, payable in cash or securities. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for service as committee members.

Section
12. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or

9

transaction,
or solely because any such director’s or officer’s vote is counted for such
purpose if: (i) the material facts as to the director’s or officer’s
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (ii) the material
facts as to the director’s or officer’s relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section
1. General. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chief Executive Officer, President, a Secretary and
a Treasurer. The Board of Directors, in its discretion, also may choose a
Chairman of the Board of Directors (who must be a director) and one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers. Any number of offices may be held by the same person, unless
otherwise prohibited by law, the Certificate of Incorporation or these By-Laws.
The officers of the Corporation need not be stockholders of the Corporation
nor, except in the case of the Chairman of the Board of Directors, need such
officers be directors of the Corporation.

Section
2. Election. The Board of Directors, at its first meeting held after
each Annual Meeting of Stockholders, as necessary, shall elect the officers of
the Corporation who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors; and each officer of the Corporation shall hold office
until such officer’s successor is elected and qualified, or until such
officer’s earlier death, resignation or removal. Any officer elected by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors. The salaries of all officers of the Corporation shall be fixed by
the Board of Directors.

Section
3. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, President or any Vice
President or any other officer authorized to do so by the Board of Directors
and any such officer may, in the name of and on behalf of the Corporation, take
all such action as any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the
Corporation may own

10

securities
and at any such meeting shall possess and may exercise any and all rights and
power incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer like powers
upon any other person or persons.

Section
4. Chairman of the Board of Directors. The Chairman of the Board of
Directors, if there be one, shall preside at all meetings of the stockholders
and of the Board of Directors. Except where by law the signature of the
President or Chief Executive Officer is required, the Chairman of the Board of
Directors shall possess the same power as the Chief Executive Officer to sign
all contracts, certificates and other instruments of the Corporation which may
be authorized by the Board of Directors. During the absence or disability of
the Chief Executive Officer, the Chairman of the Board of Directors shall
exercise all the powers and discharge all the duties of the Chief Executive
Officer, except that if the Chairman of the Board of Directors is absent or
disabled, the Board of Directors shall authorize another officer to exercise
all the powers and discharge all the duties of the Chief Executive Officer. The
Chairman of the Board of Directors shall also perform such other duties and may
exercise such other powers as may from time to time be assigned by these
By-Laws or by the Board of Directors.

Section
5. Vice Chairman Of The Board Of Directors. The Vice Chairman of the
Board of Directors, if there be one, shall assume all of the duties of the
Chairman of the Board of Directors assigned by these By-Laws in the event of
the absence or disability of the Chairman of the Board of Directors. The Vice
Chairman of the Board of Directors shall also perform such other duties and may
exercise such other powers as may from time to time be assigned by these By-Laws
or by the Board of Directors.

Section
6. Chief Executive Officer. The Chief Executive Officer shall, subject
to the control of the Board of Directors and, if there be one, the Chairman of
the Board of Directors, have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chief Executive Officer shall execute
all bonds, mortgages, contracts and other instruments of the Corporation
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except that the other
officers of the Corporation may sign and execute documents when so authorized
by these By-Laws, the Board of Directors or the Chief Executive Officer. In the
absence or disability of the Chairman of the Board of Directors, or if there be
none, the Chief Executive Officer shall preside at all meetings of the
stockholders. The Chief Executive Officer shall also perform such other duties
and may exercise such other powers as may from time to time be assigned to such
officer by these By-Laws or by the Board of Directors.

Section
7. President. The President shall have such duties and responsibilities
as from time to time may be assigned to him by the Chairman or the Board of
Directors. The President shall be empowered to sign all certificates, contracts
and other instruments of the Corporation, and to do all acts which are
authorized by the Chairman or the Board of Directors, and shall, in general,
have such other duties and responsibilities as are assigned consistent with the
authority of a President of a corporation.

Section
8. Vice Presidents. Each Vice President shall have such powers and shall
perform such duties as shall be assigned to him by the Board of Directors.

Section
9. Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall
also perform like duties for committees of the Board of Directors when
required. The Secretary shall give, or cause to be given, notice of

11

all
meetings of the stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board of Directors or the Chief Executive
Officer, under whose supervision the Secretary shall be. If the Secretary shall
be unable or shall refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors or the Chief Executive
Officer may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary
or any Assistant Secretary, if there be one, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
the signature of the Secretary or by the signature of any such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest to the affixing by
such officer’s signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.

Section
10. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all transactions as Treasurer and of the financial condition of
the Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of the Treasurer and for the restoration to the
Corporation, in case of the Treasurer’s death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property
of whatever kind in the Treasurer’s possession or under the Treasurer’s control
belonging to the Corporation.

Section
11. Assistant Secretaries. Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be assigned
to them by the Board of Directors, the Chief Executive Officer, President, any
Vice President, if there be one, or the Secretary, and in the absence of the
Secretary or in the event of the Secretary’s inability or refusal to act, shall
perform the duties of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.

Section
12. Assistant Treasurers. Assistant Treasurers, if there be any, shall
perform such duties and have such powers as from time to time may be assigned
to them by the Board of Directors, the Chief Executive Officer, President, any
Vice President, if there be one, or the Treasurer, and in the absence of the
Treasurer or in the event of the Treasurer’s inability or refusal to act, shall
perform the duties of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office of Assistant Treasurer and for the restoration to the
Corporation, in case of the Assistant Treasurer’s death, resignation,
retirement or removal from office, of all books,

12

papers,
vouchers, money and other property of whatever kind in the Assistant
Treasurer’s possession or under the Assistant Treasurer’s control belonging to
the Corporation.

Section
13. Other Officers. Such other officers as the Board of Directors may
choose shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section
1. Uncertificated Shares. Unless otherwise provided by resolution of the
Board of Directors, each class or series of the shares of capital stock in the
Corporation shall be issued in uncertificated form pursuant to the customary
arrangements for issuing shares in such form. Shares shall be transferable only
on the books of the Corporation by the holder thereof in person or by attorney
upon presentment of proper evidence of succession, assignation or authority to
transfer in accordance with the customary procedures for transferring shares in
uncertificated form.

Section
2. Dividend Record Date. In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty
(60) days prior to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

Section
3. Record Owners. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise required by law.

Section
4. Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agencies and registry offices or
agencies at such place or places as may be determined from time to time by the
Board of Directors.

ARTICLE VI

NOTICES

Section
1. Notices. Whenever written notice is required by law, the Certificate
of Incorporation or these By-Laws, to be given to any director, member of a
committee or stockholder, such notice may be given either personally by mail,
facsimile,

13

telegraph
or other means of electronic communication or by other lawful means. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to such director, member of a committee or stockholder, at such
person’s address as it appears on the records of the Corporation, with postage
thereon prepaid. If notice be by facsimile, telegram, or other means of
electronic communication, such notice shall be deemed to be given at the time
provided in the General Corporation Law of the State of Delaware (“DGCL”).
Such further notice shall be given as may be required by law.

Section
2. Waivers of Notice. Whenever any notice is required by applicable law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by
the person or persons entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting, present in person or represented by proxy, shall constitute a waiver
of notice of such meeting, except where the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any Annual or Special
Meeting of Stockholders or any regular or special meeting of the directors or
members of a committee of directors need be specified in any written waiver of
notice unless so required by law, the Certificate of Incorporation or these
By-Laws.

ARTICLE VII

GENERAL PROVISIONS

Section
1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the requirements of the DGCL and the provisions of the Certificate
of Incorporation, if any, may be declared by the Board of Directors at any
regular or special meeting of the Board of Directors (or any action by written
consent in lieu thereof in accordance with Section 8 of Article III
hereof), and may be paid in cash, in property, or in shares of the
Corporation’s capital stock. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for purchasing
any of the shares of capital stock, warrants, rights, options, bonds,
debentures, notes, scrip or other securities or evidences of indebtedness of
the Corporation, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

Section
2. Disbursements. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

Section
3. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section
4. Corporate Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words “Corporate
Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

14

ARTICLE VIII

INDEMNIFICATION

Section
1. Power to Indemnify in Actions, Suits or Proceedings other than Those by
or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person’s conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person’s conduct was unlawful.

Section
2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of
the Corporation. Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation; except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

Section
3. Authorization of Indemnification. Any indemnification under this
Article VIII (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the present or former director or officer is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article VIII, as the case may be. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority vote of the
directors who are not parties to such action, suit

15

or
proceeding, even though less than a quorum, or (ii) by a committee of such
directors designated by a majority vote of such directors, even though less
than a quorum, or (iii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion or
(iv) by the stockholders. Such determination shall be made, with respect
to former directors and officers, by any person or persons having the authority
to act on the matter on behalf of the Corporation. To the extent, however, that
a present or former director or officer of the Corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
described above, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith,
without the necessity of authorization in the specific case.

Section
4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article VIII, a person shall be deemed to have acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe such
person’s conduct was unlawful, if such person’s action was based on the records
or books of account of the Corporation or another enterprise, or on information
supplied to such person by the officers of the Corporation or another
enterprise in the course of their duties, or on the advice of legal counsel for
the Corporation or another enterprise or on information or records given or
reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The provisions of
this Section 4 shall not be deemed to be exclusive or to limit in any way
the circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this
Article VIII, as the case may be.

Section
5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII,
and notwithstanding the absence of any determination thereunder, any director
or officer may apply to the Court of Chancery of the State of Delaware or any
other court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Section 1 or
Section 2 of this Article VIII. The basis of such indemnification by a
court shall be a determination by such court that indemnification of the
director or officer is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Section 1 or
Section 2 of this Article VIII, as the case may be. Neither a contrary
determination in the specific case under Section 3 of this Article VIII
nor the absence of any determination thereunder shall be a defense to such
application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification pursuant to this Section 5 shall be given
to the Corporation promptly upon the filing of such application. If successful,
in whole or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

Section
6. Expenses Payable in Advance. Expenses (including attorneys’ fees)
incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled

16

to
be indemnified by the Corporation as authorized in this Article VIII. Such
expenses (including attorneys’ fees) incurred by former directors and officers
or other employees and agents may be so paid upon such terms and conditions, if
any, as the Corporation deems appropriate.

Section
7. Nonexclusivity of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under the Certificate of Incorporation, these By-Laws, any statute, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such person’s official capacity and as to action in another capacity while
holding such office, it being the policy of the Corporation that
indemnification of the persons specified in Section 1 and Section 2
of this Article VIII shall be made to the fullest extent permitted by law. The
provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 or
Section 2 of this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL, or otherwise.

Section
8. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation, or
is or was a director or officer of the Corporation serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person’s status as such, whether or not the
Corporation would have the power or the obligation to indemnify such person
against such liability under the provisions of this Article VIII.

Section
9. Certain Definitions. For purposes of this Article VIII, references to
“the Corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors or officers, so
that any person who is or was a director or officer of such constituent
corporation, or is or was a director or officer of such constituent corporation
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued. The term “another enterprise” as used in this Article
VIII shall mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or
agent. For purposes of this Article VIII, references to “fines” shall include
any excise taxes assessed on a person with respect to an employee benefit plan;
and references to “serving at the request of the Corporation” shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have

17

acted
in a manner “not opposed to the best interests of the Corporation” as referred
to in this Article VIII.

Section
10. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

Section
11. Limitation on Indemnification. Notwithstanding anything contained in
this Article VIII to the contrary, except for proceedings to enforce rights to
indemnification (which shall be governed by Section 5 of this Article
VIII), the Corporation shall not be obligated to indemnify any director or
officer (or his or her heirs, executors or personal or legal representatives)
or advance expenses in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized or
consented to by the Board of Directors of the Corporation.

Section
12. Indemnification of Employees and Agents. The Corporation may, to the
extent authorized from time to time by the Board of Directors, provide rights
to indemnification and to the advancement of expenses to employees and agents
of the Corporation similar to those conferred in this Article VIII to directors
and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section
1. Amendments. In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to
adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote
of at least a majority of the entire Board of Directors shall be required to
adopt, amend, alter or repeal the Corporation’s By-Laws. The Corporation’s
By-Laws also may be adopted, amended, altered or repealed by the affirmative
vote of the holders of at least eighty percent (80%) of the voting power
of the shares entitled to vote at an election of directors.

18

Section 2. Entire Board of Directors. As used
in this Article IX and in these By-Laws generally, the term “entire Board of
Directors” means the total number of directors which the Corporation would have
if there were no vacancies.